Your busy Editor, who has been on business assignment this past month, has noticed the relative quiet around the subject of How Amazon is Rattling Healthcare. We’ve already noted here the retail and pharmacy/pharmacy benefit effects with CVS-Aetna, Albertsons-Rite Aid, and Cigna-Express Scripts. Aside from the bottom line, and Cigna finally closing a gap with other insurers with pharmacy benefit management services (PBM), is it good for the healthcare consumer as promised?

Max Nisen’s article in Bloomberg Gadfly(sic) says ‘not so fast’. His argument is as follows:

Companies are largely following the lead of UnitedHealth and its Optum units, which integrate not only insurance and PBM but physician groups and analytics.

Deals will continue. There’s other insurers like Anthem, Humana, and the regional Blues; urgent clinics like CityMD, AtlantiCare, and MedExpress. Looming above all with clinics and retail pharmacies is Walgreens Boots and on the retail side, other supermarkets like Publix and Ahold Group.

Consolidation means fewer alternatives, competition, and thus less downward pricing pressure for both providers and consumers, as options decrease into what resembles a closed system. The merged companies will have debt to pay off, with pressure to pay off lenders and shareholders.

All this is regardless of what Amazon does with JP Morgan Chase and Berkshire Hathaway. Their admirable, seemingly altruistic reasons for this joint venture, in this view, has multiple unintended consequences and negative effects for ordinary folk–and doctors.

As for healthcare technology, when a Big Trend takes the air out of the room–EHRs, ACA, Watson/big data, even wearables, IoT and Big Data– more mundane everyday tech like remote patient monitoring and telecare, which depend on integrating into healthcare/wellness/chronic care management systems and reimbursement (by those same insurers), tend to suffocate.

Also of interest: Cigna may be too late to the PBM party (InvestorPlace)

Obviously, CVS is confident of an approved merger and that it will work. CVS issued $40bn of investment-grade debt today (6 March) to finance the purchase of Aetna, according to sources talking to Bloomberg. The attraction was premium interest and other incentives, up to 1.95 percentage points above Treasuries in the 30-year portion of the nine-part offering. This serves to refinance a bridge loan of $49bn from 20 investors that was taken in December to initially finance the $67.5 bn acquisition.

By Bloomberg’s calculation, the bond sale ranked only behind $40bn +blockbusters from Verizon (2013) and AB InBev (2016). Analysts and portfolio managers cheered at the terms. It’s expected to close by second half 2018. No word yet from DOJ, however, which asked for additional information on 1 Feb which further extends their waiting period. Mutual shareholder meetings are still scheduled for 20 March [TTA 2 Feb].

Another positive investor take is over at Seeking Alpha, citing excellent fundamentals, a diverse revenue stream, and innovation in “management’s commitment to evolve the company for the future” as well as “trying to revolutionize the doctor-patient-pharmacy relationship, and using its convenience store appeal to support it.” But we knew that already! The article goes on to extrapolate on the Amazon Effect and where CVS, with a bit of tweaking (healthier food choices with pre-made options in stores, much as many Duane Reade/Walgreens have in NYC), could steal a march. (Our prior coverage and mentions are here.)

click to enlargeThis Editor is always interested in Following the Money as a way to cut through the Fog of Hype and Headlines. The proposed CVS-Aetna merger is no exception. This recent article in Seeking Alpha is a must-read despite its click-bait headline because it not only looks at CVS-Aetna (a thumbs up generally) but also dissects the ‘AmazonThreat‘ and finds that like Oakland, there is (not much) there, there. Let’s look at the writer’s POV–who represents an investor group with no position:

CVS is in retail. Amazon is in retail. But CVS’ difference is that by and large, their retail is not a ‘destination’ (only 25 percent of their retail revenue) but a stop-off while a prescription is filled or there’s a visit to the MinuteClinic. I’d differ with this as many of their stores are semi-convenience stores and, at least in this New York metro area, located away from both traditional supermarkets and convenience stores. Some of us also don’t like to pay shipping on a few necessities, want the items now, prefer to pay cash, or coupon-clip. (And I just remembered I need a quart of milk, saving me a trip to the market….)

Amazon has exhibited some hesitancy in entering the pharmacy area. They won’t use their licenses to sell prescription drugs (CNBC, Nov) and canceled a wholesaler application in Maine. In the writer’s estimation, the threat to traditional PBM and prescription drugs is exaggerated because “For some reason, the market has been temporarily duped into thinking that a non-existent company with zero customers and zero experience is a real threat to a $70 Billion behemoth that has been at the top of its field for over 50 years.” Pharmacy is also heavily mail order for recurrent prescriptions or needed immediately, not suitable for the Amazon model unless they develop a true PBM and retail delivery. That isn’t to say that Amazon will never be a threat–just not right away. And what will happen before that is…

Through a merger with Aetna, CVS is demonstrating to shareholders that they are willing to diversify revenue and profit streams by adding over $60 billion in insurance business. An integration with Aetna (and providers) will help the profitable MinuteClinics grow and thrive, perhaps in non-traditional ways (e.g. anchoring malls).

What may be a skeleton in Aetna’s closet is prior authorization procedures. Possibly spoiling a rosy CVS-Aetna merger picture is an investigation by the California insurance commissioner into Aetna’s prior authorization practices. It’s a result of a lawsuit in California Superior Court by a patient denied coverage for an intravenous immunoglobulin (IVIG) treatment. A former Aetna medical director admitted under oath in the case that he never looked at patients’ case files before denying authorization, accepting Aetna’s procedure of nurses making recommendations. This will not only affect Aetna, but also any payer doing business in California. Aetna claims that the plaintiff didn’t have necessary blood testing done prior to the authorization review and in fact avoided having it done. A decision here will be watched closely by every doctor who slaves on prior authorizations. With the CNN exclusive, expect many headlines and scrutiny with the spotlight on Aetna. Hat tip to Reader Howard Green, MD, via LinkedIn.

Updated.Colorado’s Division of Insurance is reviewing this information to see if it violates Colorado laws concerning patients’ right to appeal and review procedures that meet standards of care for the state. Expect more states to follow. Healthcare Dive

But will this slow or stop the merger? Likely not, but roll ‘dem bones. Lawyers surveyed by the National Law Journal say probably not, as past conduct is usually known by the merging party and factored in. However, this merger must be approved by 50 states’ insurance departments (and more). The caveat is that they use a ‘public interest’ standard that is broader than the Federal anti-trust or fair trade regulations. Look for states to extract concessions before this merger is done.

click to enlargeThe Canary Tweets. The sources [TTA 8 Dec] were correct that the Department of Justice (DOJ) would take the lead on reviewing the CVS-Aetna merger. Yesterday (1 Feb) they did, requesting additional information. This extends the waiting period for an additional 30 days or more. The CVS Form 8-K (SEC), which reports the request for information, is here courtesy of Seeking Alpha.

The US law governing this is the Hart-Scott-Rodino Act Antitrust Improvements Act of 1976 (HSR). A pre-merger notification and report was filed with DOJ and the Federal Trade Commission (FTC) on 2 January. There’s a 30-day period for an additional information request and that was taken by the DOJ yesterday. The length of the compliance process may extend for 30 days but may be less if the request is satisfied or more if requested by the parties involved.

CVS and Aetna still hope to complete the merger by the second half of 2018. The respective shareholder meetings are already scheduled for 20 March. Our previous coverage here.

Editor’s thoughts: CVS-Aetna, despite its size, is a relatively straightforward merger, but because of its nature and size, expect some political haymaking and delays to come. This will be a preview of the action around the Amazon-Berkshire Hathaway-JPMorgan Chase cooperative partnership, in whatever they decide to create, if they create: “there’s many a slip twixt cup and lip.”

Updated for 4th Quarter Financials:CVS is reasonably healthy and nimble. Their earnings report is positive in earnings, operating profit, and reinvestment versus prior year. Under US securities law, it’s silent on Aetna. Form 8-K and press releasevia Seeking Alpha.

click to enlargeThis very interesting take on financial analysis site Seeking Alpha draws another insight from the CVS-Aetna merger–it’s actually part of the rising commercial real estate trend of experiential retail. Here’s the logic. CVS MinuteClinics increase traffic to CVS stores. If they are part of a shopping center, that means those patients might grab a meal, coffee, or shop. Reportedly CVS and Aetna will add nurses and nutritionists, which will further increase attraction, stickiness, and traffic.

CVS and Walgreens‘ clinics have started, in the new model, to become significant, even anchor, tenants of shopping centers, filling up the empty storefronts left by traditional retail. Doctors’ offices, urgent cares like CityMD, and hospital-run outpatient clinics are filling retail spaces and anchoring new developments. Another part of the experience–fitness clubs, which are also converting vacant office spaces–a line extension increasingly popular with health systems. CVS also bought out department store Target’s drugstores and in-store clinics, which is another model (fill a prescription, buy socks or a TV). Another line extension is partnerships with urgent cares or outpatient clinics, not much of a stretch since CVS already has affiliations with health systems in many areas.

Add telemedicine (Aetna’s partnership with Teladoc) to the above: both MinuteClinics and in-home become 24/7 operations. Not mentioned here is that Aetna can add in-person or kiosk services in CVS stores to file claims, answer questions, or sell coverage.

As this model becomes clearer, big supermarket operators like Ahold (Stop & Shop, Giant), Wegmans, Publix, Shop Rite and others, which have pharmacies in most locations, may ally with or merge with insurers or health systems–or partner with CVS-Aetna. There is also the 9,000 lb. elephant called Walmart, which is 2/3 of the way to an experiential model including nutrition, diet, and fitness (ask any WalMartian). Further insights on how this merger is forcing retailers to adapt are in Drug Store News.

CVS-Aetna could very well be a major mover in experiential retail, which may save all those strip malls. But this article points out, as this Editor has already, that the full shape of what could be experiential healthcare will take years to work and shake out, assuming the merger is approved. Our prior coverage is here.

Our definitions

Telehealth and Telecare Aware posts pointers to a broad range of news items. Authors of those items often use terms 'telecare' and telehealth' in inventive and idiosyncratic ways. Telecare Aware's editors can generally live with that variation. However, when we use these terms we usually mean:

• Telecare: from simple personal alarms (AKA pendant/panic/medical/social alarms, PERS, and so on) through to smart homes that focus on alerts for risk including, for example: falls; smoke; changes in daily activity patterns and 'wandering'. Telecare may also be used to confirm that someone is safe and to prompt them to take medication. The alert generates an appropriate response to the situation allowing someone to live more independently and confidently in their own home for longer.

• Telehealth: as in remote vital signs monitoring. Vital signs of patients with long term conditions are measured daily by devices at home and the data sent to a monitoring centre for response by a nurse or doctor if they fall outside predetermined norms. Telehealth has been shown to replace routine trips for check-ups; to speed interventions when health deteriorates, and to reduce stress by educating patients about their condition.

Telecare Aware's editors concentrate on what we perceive to be significant events and technological and other developments in telecare and telehealth. We make no apology for being independent and opinionated or for trying to be interesting rather than comprehensive.